SCWorx Corp. 8-K

What Happened

• SCWorx Corp. (WORX) filed a Certificate of Amendment to effect a 1-for-12 reverse stock split of its common stock, effective at 11:59 p.m. Eastern Time on August 3, 2026. At that time every twelve shares outstanding will be combined into one share automatically.
• The company reported 1,066,918 shares issued and outstanding as of July 28, 2026 and expects to have approximately 89,000 shares outstanding immediately after the split. The company also submitted the required FINRA notification and expects split-adjusted trading to begin on August 4, 2026 under new CUSIP 78396V406 (subject to FINRA’s announcement).

Key Details

• Effective time: August 3, 2026 at 11:59 p.m. ET; expected split-adjusted trading start: August 4, 2026 (FINRA announcement pending).
• Shares outstanding: 1,066,918 pre-split → ~89,000 post-split; no fractional shares will be issued to holders of record (those entitled to fractions will receive one whole share); DTC participants may apply rounding differently for street‑name holders.
• Purpose: Implemented to try to regain compliance with Nasdaq’s minimum bid price rule (closing bid ≥ $1.00 for 20 consecutive trading days), with the Hearings Panel requiring compliance by August 28, 2026.
• Effects on capital structure: Authorized common shares are unchanged (so authorized but unissued shares will increase proportionally), outstanding options/warrants/convertibles will be adjusted per their agreements. The split will reduce publicly held shares below Nasdaq’s 500,000-share minimum, which affects available compliance relief.

Why It Matters

• For shareholders: your share count will be reduced by a 12-to-1 ratio (with rounding rules noted); fractional shares for record holders will be rounded up to one whole share, but treatment for street‑name holders depends on their broker or DTC participant.
• For the company and investors: the split is aimed at meeting Nasdaq’s $1 minimum bid requirement, but it does not guarantee sustained price improvement or avoidance of delisting. Because authorized shares are not reduced, the company will have many more unissued shares available, which could enable future issuances and potential dilution without additional shareholder approval (subject to law and Nasdaq rules).
• Other risks noted: the split may reduce liquidity and increase volatility; Nasdaq could still delist the stock if compliance conditions are not met, and the company’s ability to use further reverse splits is limited by recent prior splits.